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Registered US company

Shenzhen billion Bank Investment Limited

Registered companies in the United States must understand knowledge

Date:2015-01-16 | Views:579
First, determine the company in the form of

The company set up in the United States, may establish representative offices, branches, subsidiaries and joint ventures and other forms so that they meet the requirements of US law and submit the relevant documents to be registered. US Federal Law no unified national states to make provision for the establishment of the company's processes.

(A) common form

US companies mainly in the form of common Class C Limited (C-Corporation), LLC (Limited Liability Company), partnership (General Partnership), a limited partnership company (Limited Partnership), LLP (Limited Liability Partnership ), a personal-owned company (Sole Proprietorship), etc. The most common form of foreign investors is a class C Co., Ltd., a limited liability company.


1, Class C Limited
Class C Co., Ltd. is an independent legal entity common to all shareholders held by shareholders (shareholders) shares (stock). This form will limit shareholder investment risk within the scope of the company's assets, shareholders' personal assets are protected, individual shareholders are usually not liable for company debts.

C corporations have the characteristics of double taxation, when the C corporation dividends, companies need to pay taxes on profits, shareholders must also assign individual pay personal income tax. Class C run the company under the Board of Management, the Board is responsible for decision-making matters, managers in charge of daily operations, shareholders do not participate in the daily management. Eligible Class C by listed companies with financing public offering. C corporations usually name plus "Incorporated" word abbreviation "Inc." or the "Company" word abbreviation "Co." as a marker.


2, LLC
A limited liability company by one or several natural or legal persons jointly. LLC owners are called "members" (members), members of the holders of statutory rights according to the proportion of investment (interest), shall not exceed the individual contribution of the limited liability company's debt. Limited liability company to a company or individual on behalf of the members of tax, to avoid the "double taxation", but do not plan for the future has publicly listed companies. Limited liability companies typically add initials "LLC" after the name for the tag.


(B) Notice
Foreign companies, setting up a company should try to set up an independent legal entity affiliated companies (subsidiary corporation), rather than the establishment of a branch or branches (branch) in the United States. The reason is that the overseas branches will be considered as part of the Corporation, the IRS may be required to declare their worldwide income, headquarters will also be responsible for the illegal business affiliates, and subsidiaries in the United States only for local produce profits tax, the Corporation does not assume responsibility for their illegal business.


Registered in the US industry and project management company for less restrictive, but in the financial, telecommunications, energy, transportation, infrastructure, energy and other industries access restrictions exist. Generally, in order to facilitate the future expansion of business scope, the company can specify when registering its plans to operate a business, or general writing "and all lawful business activities."
Under normal circumstances, when the registered companies without verification, and no financial constraints. After such a company registered in the state, need to interstate business, they have to be licensed to other state governments. Therefore, the choice of the state to build the company, should take full account of local corporate law, taxation, restrictions on the company's activities and other factors.
Second, the registration of company procedures

Apply different procedures in the United States registered company, generally include: preparing the articles of association, including the company name, company operating period, the number of authorized shares and Class; signed and certified articles of incorporation; articles of association will be submitted along with the required fee to be registered state; receive Secretary of State issued a business license and other six procedures. At different stages of a registered company, you need to deal with various government departments and state, generally involve at least the Secretary of State's Office, State Department of Taxation and Finance, the State Labor Department and other departments.
World Bank's "Doing Business Report 2011 US" to the New York State registered companies, for example, a brief description of the registration process:


(A) set aside the company name (is optional), submitted to the Articles of Association
Registered US companies choose to comply with the law of any company name, including groups, companies, universities, colleges, research institutes, associations, shops, factories, etc., but the name should not other companies registered. After registration, the company that became the government approval, the United States legally registered companies.


Enterprise company before registration can be made to the Office of the Secretary of State of New York Company at (Division of Corporations, Secretary of the State Department) to apply to reserve the company name (is optional), submitted an application to reserve the company name (Application for Reservation of Name ). $ 20 application fee, the company name is reserved for 60 days, followed by 2 times may be extended a total of 60 days each renewal fee for $ 20.


Established by the articles of association must submit to the Office of the Secretary of State of New York Company at the relevant forms are available at the official website of the Secretary of State, and local laws and materials can be purchased at the store. Application processing time of about two weeks, required to pay the cost of $ 275, of which $ 200 for application fees (filing fee), $ 75 for expedited service fee (expedited sevice fee). Such as extra pay $ 150 to be completed within two hours of the approval, $ 75 can be completed in the same day, $ 25 will be completed within 24 hours. After the establishment of the enterprise was approved by the Secretary of State issued Certificate (Certificate of Qualification)


It is worth noting that, due to the proposed registration of enterprises located in different industries, often also need to comply with the license application (permit), such as the United States federal, state local government regulations: environmental protection, construction, inspection and quarantine of agricultural products processing. Due to the states, the requirements of various industries are different, it is difficult to enumerate, it is recommended consult state and local government authorities or consulting business specializing in the opinion of counsel.


(B) apply for an employer identification number (Apply for federal identification number EIN)
In order to facilitate tax collection and identification of employers, business owners need to apply for an account Employer Identification Number. This application is free. Applicants can visit the IRS (Internal Revenue Service, IRS) to obtain Form SS-4, also can call the IRS Web site and application [4] download the form to fill out.

According to feedback in different ways, deal with SS-4 form is not the same time. Internet application online or by phone (1-800-829-4933) immediately available to handle; fax needs four days; and mail handling need four weeks time.

(C) the registration state sales tax (Register to collect State sales tax)
Where the sale of "tangible personal property (goods) and other specific products and specific services," the company, must be opened in New York at least 20 days before the operation, visit the New York State Department of Taxation and Finance Department website (New York State Department of Taxation and Finance) Select Register online sales tax, or submit form DTF-17. This procedure fee-free.


(D) conduct an employer to register with the state labor department (Register as an employer with the Unemployment Insurance Division of the State Department of Labor)

Business establishment must submit NYS-100 form to the New York State Labor Department [6] (New York State Department of Labor), Labor Office will review the company's compliance with the provisions of the New York State Unemployment Insurance Act. Such as compliance, the state labor department will be sent to the company quarterly income tax withholding, reporting wages and other materials.


Company employers can log online at the New York State Labor Department registration, or fill out and mail NYS-100 form. Before Labor Department employer registration, the company must complete the second step, namely, the United States Federal Tax obtain federal employer identification number. This registration is free.


(E) arrangements for workers 'compensation insurance (Arrange for workers' compensation insurance and disability insurance)
As an employer, the company set up employees' compensation insurance must be purchased and disability insurance in the statutory private insurance companies for their employees. The company's Federal Employer Identification Number (EIN) is the main basis for the Workers' Compensation Commission communication. When employees apply for compensation or disability insurance, the company must be submitted to the underwriting unit EIN number. This procedure is free.


(F) Notice and submit proof announcement (Arrange for publication and submit certificate and affidavits of publication)
The new limited liability company (LLC) must be published twice a bulletin to announce its establishment matters within 120 days after the establishment. To this end, the new company should be the Secretary of State of New York Office of the Company at the announcement submitted two written statements and an announcement certificate. Limited liability company announced a cost of $ 50 certificate, notice the cost counties (cities and counties), generally ranging between 350-1500 US dollars.


Third, a lawyer or a professional consulting firm to help set up businesses
US state governments for foreign investors in the local new business laws and regulations vary, therefore, the lack of operating experience in the United States and foreign investors, and many state government departments in charge of investment affairs would advise them to hire local companies when the new professional lawyers.

Transparent procedures in the United States registered company, but non-professionals is difficult to grasp all the relevant laws, especially many state legislatures, in all areas of environmental, labor, tax and other states have enacted relevant laws and regulations, once the violation, which may face fines to prohibit the establishment and other punitive measures. Therefore, before the establishment of the company, by hiring accountants, company solicitor, seek professional advice and assistance that will help companies successfully registered and begin operations as early as possible.

Fourth, how to contact the US State Department in charge of investment affairs of government
As mentioned earlier, the United States and the states concerned company registration, tax, legal regulations of different operations, suggested that the Chinese companies in particular for corporate registration, investment advisory process, to maintain close communication with the local government responsible for the investment and business affairs authorities, and leverage local government official resources to advance understanding of the relevant information to make early preparations.
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